[ESTABLISHING A BUSINESS ENTITY IN PORTUGAL] 398
The collective investment undertakings (“ OIC ”) are institutions which may or may not have legal personality that have as their purpose the collective investment of capital raised from investors and which operate on the principle of risk-spreading and in the sole interest of the participants. These OIC are subdivided into (i) undertakings for collective investment in transferable securities (“ OICVM ”) and (ii) undertakings for alternative investment (“ OIA ”). Collective investment undertakings (“ OIC ”) may take the contractual form (investment fund) or the corporate form (collective investment company). Focusing on the latter, the collective investment companies are designated “ SICAF ” or “ SICAV ” (or, in the case of “ OII ” – real estate investment undertakings – “ SICAFI ” or “ SICAVI ”), depending on whether they are set up, respectively, with fixed or variable capital (closed or open-ended collective investment undertakings, respectively). The share capital of collective investment companies is divided into nominative shares with identical content, without nominal value. These companies are subject to the Asset Management Regime – which revoked the General Regime of Collective Investment Undertakings (“ Regime Geral dos Organismos de Investimento Coletivo ”) – and, when compatible, to the provisions of the Companies Code. By way of example, the provisions on the following matters are considered incompatible: • Composition, increase, reduction and intangibility of share capital and amortization of shares;
• Merger, demerger and transformation of companies; and • Acquisition regime tending to total control. Collective investment companies may be managed on a heterogeneous or self-managed basis, depending on whether or not they designate a third entity for the exercise of their management, and must comply at all times with the following general requirements: • Adopt the type of public limited company; • Have its registered office and head office located in Portugal; • Share capital must be fully paid up and represented by book-entry and nominative shares. • Have the minimum initial capital of (euro) 50.000,00 EUR or 300.000,00 EUR, depending on whether they are heterogeneous or self-managed; As a general rule, heterogeneous collective investment undertakings may only be managed by management companies of collective investment undertakings (“ SGOIC ”) which, among other requirements, must: • Adopt the type of public limited company; • Have as their exclusive object the exercise of the activities set forth in the Asset Management Regime; • Have their registered office and head office located in Portugal; • Have the minimum initial share capital fully subscribed and paid up on the date of incorporation; • Have the required minimum own funds under the Asset Management Regime;
Constitution of reserves;
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• Limitation on distribution of assets to shareholders;
• Preparation and rendering of accounts;
ILN Corporate Group – Establishing a Business Entity Series
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